Registration No. 333-67469
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                         Post-Effective Amendment No. 1
                                       To
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                              RADYNE COMSTREAM INC.
             (Exact name of registrant as specified in its charter)

                                    New York
         (State or other jurisdiction of incorporation or organization)

                                   11-2569467
                      (I.R.S. Employer Identification No.)

                              3138 E. Elwood Street
                             Phoenix, Arizona 85034
                    (Address of Principal Executive offices)

                        1996 Incentive Stock Option Plan
                            (Full title of the plan)

                             John B. Wade, III, Esq.
                              Dorsey & Whitney LLP
                                 250 Park Avenue
                            New York, New York 10177
                                 (212) 415-9200
            (Name, Address and Telephone Number of Agent for Service)









This  Post-Effective  Amendment  to  the  Registration  Statement  shall  become
effective  immediately  upon filing as provided in Rule 464 under the Securities
Act of 1933.





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                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



Explanatory Note

     The  purpose  of this  Amendment  is to amend  the  Exhibit  Index  and add
Exhibits 4.1 and 4.2.


Item 8.           Exhibits.

     See the Exhibit Index on page II-4 of this Registration Statement.







                                      II-1




                                   SIGNATURES


     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that  it  has  reasonable  grounds  to  believe  that  it  meets  the
requirements  for  filing on Form S-8 and has duly  caused  this  Post-Effective
Amendment No. 1 to the Registration  Statement to be signed on its behalf by the
undersigned,  thereunto  duly  authorized,  in the  City of  Phoenix,  State  of
Arizona, on May 4, 1999.


                                        RADYNE COMSTREAM INC.



                                        By:   /s/ ROBERT C. FITTING        
                                              --------------------------------
                                              Robert C. Fitting
                                              President





     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Post-Effective  Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities and on the date indicated.


Signature                         Title                             Date
- ---------                         -----                             ----


/s/ ROBERT C. FITTING             President, Chief               May 4, 1999
- ------------------------          Executive Officer,  
Robert C. Fitting                 Director            
                                  




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/s/ GARRY D. KLINE                Vice President - Finance           May 4, 1999
- --------------------------        (Principal Financial and
Garry D. Kline                    Accounting Officer)     
                                  




/s/ LIM MING SEONG*               Chairman of the                    May 4, 1999
- --------------------------        Board of Directors
Lim Ming Seong                    



/s/ LEE YIP LOI *                 Director                           May 4, 1999
- --------------------------
Lee Yip Loi



/s/ CHAN WEE PIAK*                Director                           May 4, 1999
- --------------------------
Chan Wee Piak



/s/ ROBERT A. GRIMES*             Director                           May 4, 1999
- --------------------------
Robert A. Grimes



/s/ DENNIS ELLIOTT*               Director                           May 4, 1999
- --------------------------
Dennis Elliott





* By: /s/ Robert C. Fitting 
      --------------------------
          Robert C. Fitting
          Attorney-in-Fact



                                      II-3






                                  EXHIBIT INDEX


Exhibit No.

4.0      -    Amendment No. 1 to Registrant's 1996 Incentive Stock Option Plan,
              including forms of option agreements.*

4.1      -    Amendment No. 2 to Registrant's 1996 Incentive Stock Option Plan.

4.2      -    Amendment No. 3 to Registrant's 1996 Incentive Stock Option Plan.

5        -    Opinion of Dorsey & Whitney LLP*

24.a     -    Consent of Dorsey & Whitney LLP (included in Exhibit 5)*.

24.b     -    Consent of Deloitte & Touche LLP*


              *   Previously filed





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